EXHIBIT
      4.2

     

    SUBSCRIPTION
      AGREEMENT FOR FLOW-THROUGH SHARES

     

    APOLLO
      GOLD CORPORATION

     

    THE
      FLOW-THROUGH SHARES BEING OFFERED FOR SALE MAY ONLY BE

    PURCHASED
      BY RESIDENTS OF ONTARIO, BRITISH COLUMBIA AND ALBERTA,

    IN
      EACH CASE PURSUANT TO AVAILABLE EXEMPTIONS UNDER

    APPLICABLE
      SECURITIES LEGISLATION

     

      
        

      

    

     

    IMPORTANT

     

    The
      following items in this Subscription Agreement have been completed (please
      initial each applicable box):

     

    
      	
            	o	
              All
                Purchaser Information in the boxes on page
                2.

            


    

    
       

      
        	
              	o	
                Certificate
                  (for Accredited Investors Resident in Canada)
                  attached as Schedule A on pages 30-36.

              


      


     

    
      	
            	o	
              Registration
                Rights Agreement attached as Schedule C on pages
                39-59.

            


    

     

    
      	
            	o	
              Your
                Taxation Account or S.I.N. on page
                2.

            


    

     

      
        

      

    

     

    A
      completed and originally executed copy of this Subscription Agreement, including
      the items required to be completed as set out above, must be delivered, by
      no
      later than 1:00 p.m. (Vancouver time) on August 15, 2008, to Haywood Securities
      Inc. at Suite 2000 - 400 Burrard Street, Vancouver, B.C. V6C 3A6, Attention:
      Michelle Jankovich (Tel: 604-697-7126, Facsimile:
      604-697-7498).


    
      
        
        

      

      
        Page
          1

        
          

        

      

      
        
        

      

    


    APOLLO
      GOLD CORPORATION

    SUBSCRIPTION
      AGREEMENT FOR FLOW-THROUGH SHARES

     

    TO: APOLLO
      GOLD CORPORATION

    AND
      TO: HAYWOOD
      SECURITIES INC. (THE “UNDERWRITER”)

     

    The
      undersigned (the “Subscriber”) hereby irrevocably subscribes for and offers to
      purchase from Apollo Gold Corporation (the “Corporation”) that number of
      Flow-Through Shares (as hereinafter defined) specified below at a price of
      $0.50
      per Flow-Through Share. The Subscriber agrees to be bound by the terms and
      conditions set forth in the attached “Terms and Conditions of Subscription for
      Flow-Through Shares” and acknowledges that the Corporation and the Underwriter,
      and their respective counsel, are relying upon the representations, warranties
      and covenants of the Subscriber set forth therein and in the schedules thereto.
      The purchase and sale of the Flow-Through Shares hereunder forms part of a
      larger offering of up to 17,000,000 Flow-Through Shares (the “Offering”)
      consisting of (i) 14,000,000 Flow-Through Shares which the Underwriter has
      agreed to purchase or arrange substitute purchasers for (the “Bought Deal
      Offering”); and (ii) up to 3,000,000 Flow-Through Shares (the “Best Efforts
      Offering”) for which the Underwriter has agreed to act as agent on a best
      efforts private placement basis.

     

    SUBSCRIPTION
      AND SUBSCRIBER INFORMATION

     

    Please
      print ALL information (other than signatures), 

    as
      applicable, in the space provided below

    

      
        	
                (Name
                  of
                  Subscriber):                                                         
                  

                 

                 

                Account
                  Reference (if
                  applicable)                                                                                   
                  

                 

                 

                By:                                                                                                                                       

                  

                Authorized
                  Signature

              	 	
                Number
                  of Flow-Through Shares:_______________________________ x
                  $0.50

                =

                 

                
                  Aggregate
                    Subscription
                    Price:                                                                                  

                                                  
                    The (“Subscription Price”)

                

	 	 	 
	
                (Official
                  Capacity or Title - if the Subscriber is not an
                  individual)

              	 	
                If
                  the Subscriber is signing as agent for a principal (beneficial
                  purchaser)
                  and is not purchasing as trustee or agent for accounts fully managed
                  by
                  it, complete the following:

              
	
                (Name
                  of individual whose signature appears above if different than the
                  name of
                  the subscriber printed above.)

              	 	
                (Name
                  of Principal)

                 

              
	
                (Subscriber’s
                  Address, including Municipality and Province)

                 

              	 	
                (Principal’s
                  Address)

              
	
                S.I.N.
                  or Taxation Account of Subscriber
(IMPORTANT)

                 

              	 	 
	
                 

                (Telephone
                  Number)                    (Email
                  Address)

              	 	 
	 	 	 
	
                Account
                  Registration Information:

                 

              	 	
                Delivery
                  Instructions as set forth below:

              
	
                (Name)

              	 	
                (Name)

                 

              
	 	 	
                (Account
                  Reference, if applicable)

              
	
                (Address,
                  including Postal Code)

              	 	
                (Address,
                  including Postal Code)

                 

              
	
                (Account
                  Reference, if applicable)

              	 	
                (Contact
                  Name)                                         (Telephone
                  Number)

              
	
                Number
                  and kind of securities of the Corporation held, directly or indirectly,
                  if
                  any:

              	 	
                1. State
                  whether Subscriber is an Insider (as such term is hereinafter defined)
                  of
                  the Corporation)

              
	 	 	 
	   
	 	
                Yes  o            No
                  o

              


      

    


    
      
        
        

      

      
        Page
          2

        
          

        

      

      
        
        

      

    

     

      
        

      

    

     

    INSTRUCTIONS
      FOR SUBSCRIBERS

     

    The
      Subscriber must:

     

    
      	(1)	
              Read
                this Subscription
                Agreement;

            


    

     

    
      	(2)	
              Complete
                and execute the face page of this Subscription
                Agreement;

            


    

     

    
      	(3)	
              Read
                and complete the Certificate set out in Schedule
                “A”;

            


    

     

    
      	(4)	
              Read
                and complete the Registration Rights Agreement set out in Schedule
                “C”;

            


    

     

    
      	(5)	
              Make
                payment for the Subscribed Shares as required by the Terms and Conditions;
                and

            


    

     

    
      	(6)	
              Deliver
                the signed documents as required by the Terms and Conditions.
                

            


    

     

      
        

      

    

     

    *
      * * *
      *

     

    ACCEPTANCE:
      The
      Corporation hereby (i) accepts the above subscription subject to the terms
      and
      conditions contained in this Subscription Agreement; (ii) represents and
      warrants to the Subscriber that the representations and warranties made by
      the
      Corporation to the Underwriter in the Underwriting/Agency Agreement (as defined
      herein), which are incorporated by reference in this Subscription Agreement,
      are
      true and correct as of the date of the Underwriting/Agency Agreement (except
      as
      waived by the Underwriter); and (iii) agrees that the Subscriber is entitled
      to
      rely, subject to the limitations and other terms of the Underwriting/Agency
      Agreement, on the representations and warranties made by the Corporation to
      the
      Underwriter (except as waived by the Underwriter) and on the covenants made
      by
      the Corporation (except as waived or modified by the Underwriter) in the
      Underwriting/Agency Agreement, each of which are incorporated by reference
      in
      this Subscription Agreement.

     

    APOLLO
      GOLD CORPORATION

     

    Per:                                                                                                            Date:                                                                                                                           
        


    
      
        
        

      

      
        Page
          3

        
          

        

      

      
        
        

      

    


     

    TERMS
      AND CONDITIONS OF SUBSCRIPTION FOR

     

    FLOW-THROUGH
      SHARES

     

    ARTICLE
      1

    INTERPRETATION

     

    
      	
              1.1

            	
              Definitions

            


    

     

    Whenever
      used in this Subscription Agreement, unless there is something in the subject
      matter or context inconsistent therewith, the following words and phrases shall
      have the respective meanings ascribed to them as follows:

     

    “affiliate”
      shall have the meaning ascribed to such term in the Securities Act (Ontario).
      

     

    “AMEX”
      means the American Stock Exchange.

     

    “AMEX
      Approval” means the approval by the AMEX of the listing of up to 17,000,000
      Flow-Through Shares to be sold in the Offering.

     

    “Best-Efforts
      Offering” shall have the meaning ascribed to such term on page 2 of this
      Subscription Agreement.

     

    “Bought-Deal
      Offering” shall have the meaning ascribed to such term on page 2 of this
      Subscription Agreement.

     

    “Business
      Day” means a day other than a Saturday, Sunday or any other day on which the
      principal chartered banks located in Toronto are not open for
      business.

     

    “Canadian
      Exploration Expense” or “CEE” means a Canadian exploration expense as defined in
      subsection 66.1(6) of the Tax Act.

     

    “Closing”
      shall have the meaning ascribed to such term in Section 4.1. 

     

    “Closing
      Date” shall have the meaning ascribed to such term in Section 4.1. 

     

    “Closing
      Time” shall have the meaning ascribed to such term in Section 4.1. 

     

    “Common
      Shares” means common shares in the capital of the Corporation. 

     

    “Compensation
      Options” has the meaning ascribed in Section 8.1.

     

    “Control
      Person” means a person, company or combination of persons or companies described
      in clause (c) of the definition of “distribution” in subsection 1(1) of the
      Securities Act (Ontario).

     

    “Corporation”
      means Apollo Gold Corporation and includes any successor corporation to or
      of
      the Corporation. 

     

    “CRA”
      means the Canada Revenue Agency.


    
      
        
        

      

      
        Page
          4

        
          

        

      

      
        
        

      

    

     

    “distribution”
      shall have the meaning ascribed to such term in the Securities Act
      (Ontario).

     

    “Flow-Through
      Shares” means Common Shares in the capital of the Corporation being issued which
      qualify as “flow-through shares” as defined in subsection 66(15) of the Tax
      Act.

     

    “Insider”
      shall have the meaning ascribed to such term in the Securities Act
      (Ontario).

     

    “Offering”
      means the offering of up to 17,000,000 Flow-Through Shares, consisting of the
      Bought Deal Offering of 14,000,000 Flow-Through Shares and the Best Efforts
      Offering of up to 3,000,000 Flow-Through Shares pursuant to the
      Underwriting/Agency Agreement.

     

    “Person”
      means any individual (whether acting as an executor, trustee, administrator,
      legal representative or otherwise), corporation, firm, partnership, sole
      proprietorship, syndicate, joint venture, trustee, trust, unincorporated
      organization or association, and pronouns have a similar extended
      meaning.

     

    “Prescribed
      Forms” means the forms prescribed from time to time under subsection 66(12.7) of
      the Tax Act filed or to be filed by the Corporation within the prescribed times
      renouncing to the Subscriber the Resource Expenses incurred pursuant to this
      Subscription Agreement and all parts or copies of such forms required by the
      CRA
      to be delivered to the Subscriber.

     

    “Prescribed
      Relationship” means a relationship between the Corporation and the Subscriber
      (including any beneficial purchaser for whom the Subscriber acts) as described
      in subsection 66(12.671) of the Tax Act, or where the Subscriber and the
      Corporation are related or otherwise do not deal at arm’s length for purposes of
      the Tax Act.

     

    “Public
      Record” means, without limitation, the prospectuses, annual information forms,
      annual and quarterly reports, offering memoranda, material change reports,
      press
      releases and any other documents or reports filed by the Corporation with
      Securities Regulators during the 24 months preceding the date hereof and which
      is available on SEDAR.

     

    “Registration
      Rights Agreement” means the Registration Rights Agreement attached hereto as
      Schedule “C.”

     

    “Registration
      Statement” means the registration statement that the Corporation agrees to file
      with the SEC pursuant to the Registration Rights Agreement to register the
      Flow-Through Shares for resale pursuant to the terms of the Registration Rights
      Agreement.

     

    “Resource
      Expense” means an expense which is CEE, which is incurred on or after the
      Closing Date and on or before the Termination Date, which may be renounced
      by
      the Corporation as CEE pursuant to subsection 66(12.6) of the Tax Act in
      accordance with subsection 66(12.66) of the Tax Act with an effective date
      not
      later than December 31, 2008 and in respect of which, but for the renunciation,
      the Corporation would be entitled to a deduction in computing income for the
      purposes of the Tax Act.

     

    “Rights
      Agreement” means the shareholders rights plan agreement dated as of the 17th day
      of January, 2007 between the Corporation and CIBC Mellon Trust Company, as
      rights agent.


    
      
        
        

      

      
        Page
          5

        
          

        

      

      
        
        

      

    

     

    “SEC”
      means the United States Securities and Exchange Commission.

     

    “Securities
      Laws” means, in respect of the Offering, the securities laws, regulations and
      exchange rules having application thereto and the rules, policies, notices
      and
      orders issued by the SEC and the Securities Regulators having application
      thereto.

     

    “Securities
      Regulators” means the securities commissions or other securities regulatory
      authorities of the United States and all the Selling Jurisdictions or the
      relevant Selling Jurisdiction as the context requires.

     

    “SEDAR”
      means the computer system for the transmission, receipt, acceptance, review
      and
      dissemination of documents filed in electronic format known as the System for
      Electronic Document Analysis and Retrieval, which is available online at
      www.sedar.com

     

    “Selling
      Jurisdictions” means the provinces of British Columbia, Alberta and Ontario
      and/or in other Canadian jurisdictions agreed to by the Corporation and the
      Underwriter in which the Subscribers are resident.

     

    “Subscriber”
      means the subscriber for Flow-Through Shares as set out on page 2 of this
      Subscription Agreement or, in the case of a subscription for a beneficial owner,
      the beneficial owner.

     

    “Subscribed
      Shares” means the number of Flow-Through Shares set out on page 2 of this
      Subscription Agreement.

     

    “Subscription
      Agreement” means this subscription agreement (including any schedules hereto)
      and any instrument amending this Subscription Agreement; “hereof”, “hereto”,
“hereunder”, “herein” and similar expressions mean and refer to this
      Subscription Agreement and not to a particular Article or Section; and the
      expression “Article” or “Section” followed by a number means and refers to the
      specified Article or Section of this Subscription Agreement.

     

    “Subscription
      Price” shall have the meaning ascribed to such term on page 2 of this
      Subscription Agreement. 

     

    “Tax
      Act”
means the Income Tax Act (Canada), as amended, re-enacted or replaced from
      time
      to time.

     

    “Term
      Sheet” means the term sheet delivered to potential purchasers of Flow-Through
      Shares, a copy of which is attached hereto as Schedule “B”.

     

    “Termination
      Date” means December 31, 2009.

     

    “TSX”
      means the Toronto Stock Exchange.

     

    “TSX
      Approval” means the conditional approval of the Offering by the TSX.


     

    “Underwriter”
      means Haywood Securities Inc.


    
      
        
        

      

      
        Page
          6

        
          

        

      

      
        
        

      

    

     

    “Underwriting/Agency
      Agreement” means the underwriting/agency agreement to be entered into between
      the Underwriter and the Corporation in respect of the Offering.

     

    “United
      States” means the United States of America, its territories and possessions, any
      State of the United States and the District of Columbia.

     

    “U.S.
      Person” shall have the meaning ascribed to such term in Rule 902(k) of
      Regulation S under the U.S. Securities Act.

     

    “U.S.
      Securities Act” means the United States Securities Act of 1933, as
      amended.

     

    
      	
              1.2

            	
              Gender
                and Number

            


    

     

    Words
      importing the singular number only shall include the plural and vice versa,
      words importing the masculine gender shall include the feminine gender and
      words
      importing persons shall include firms and corporations and vice
      versa.

     

    
      	
              1.3

            	
              Currency

            


    

     

    Unless
      otherwise specified, all dollar amounts in this Subscription Agreement,
      including the symbol “$”, are expressed in Canadian dollars.

     

    
      	
              1.4

            	
              Subdivisions,
                Headings and Table of
                Contents

            


    

     

    The
      division of this Subscription Agreement into Articles, Sections, Schedules
      and
      other subdivisions, the inclusion of headings and the provision of a table
      of
      contents are for convenience of reference only and shall not affect the
      construction or interpretation of this Subscription Agreement. The headings
      in
      this Subscription Agreement are not intended to be full or precise descriptions
      of the text to which they refer. Unless something in the subject matter or
      context is inconsistent therewith, references herein to an Article, Section,
      Subsection, paragraph, clause or Schedule are to the applicable article,
      section, subsection, paragraph, clause or schedule of this Subscription
      Agreement.

     

    ARTICLE
      2

    SCHEDULES

     

    
      	
              2.1

            	
              Description
                of Schedules

            


    

     

    The
      following are the Schedules attached to and incorporated in this Subscription
      Agreement by reference and deemed to be a part hereof:

     

    Schedule
      “A” –     Certificate
      of Accredited Investor

     

    Schedule
      “B”–      Term
      Sheet

     

    Schedule
      “C” –    
Registration
      Rights Agreement


    
      
        
        

      

      
        Page
          7

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      3

    SUBSCRIPTION
      AND DESCRIPTION OF FLOW-THROUGH SHARES

     

    
      	
              3.1

            	
              Subscription
                for Flow-Through Shares

            


    

     

    The
      Subscriber hereby confirms its irrevocable subscription for and offer to
      purchase the Subscribed Shares from the Corporation, and hereby tenders the
      Subscription Price, which, upon acceptance by the Corporation, will constitute
      a
      binding agreement of the Subscriber with the Corporation to purchase from the
      Corporation, and, on the part of the Corporation, to sell to the Subscriber,
      the
      Subscribed Shares, on and subject to the terms and conditions set out in this
      Subscription Agreement, for the Subscription Price which is payable as described
      in Article 4 hereto.

     

    In
      accordance with the Underwriting/Agency Agreement, and subject to the terms
      and
      conditions contained in this Subscription Agreement, upon acceptance by the
      Corporation of this subscription (in whole or in part) the Subscriber will
      be
      obliged to purchase from the Corporation the number of Subscribed Shares in
      respect of which this subscription has been accepted which will be in
      substitution of the Underwriter's obligation to purchase such Subscribed Shares.
      The Subscriber acknowledges and agrees that no consideration is being paid
      hereunder in respect of any rights issuable under the Rights Plan.

     

    
      	
              3.2

            	
              Description
                of Flow-Through Shares

            


    

     

    Upon
      issue, the Flow-Through Shares will be “flow-through shares” as defined in
      subsection 66(15) of the Tax Act and are not and will not be “prescribed shares”
within the meaning of section 6202.1 of the regulations to the Tax Act. The
      Corporation agrees to:

     

    
      	 	
              (a)

            	
              incur
                Resource Expenses in an amount equal to the Subscription Price during
                the
                period from and after the Closing Date to and including the Termination
                Date; and

            


    

     

    
      	 	
              (b)

            	
              renounce
                Resource Expenses equal to the Subscription Price to the Subscriber
                with
                an effective date of renunciation no later than December 31,
                2008.

            


    

     

    
      	
              3.3

            	
              Acceptance
                and Rejection of Subscription by the
                Corporation

            


    

     

    The
      Corporation shall forward to the Subscriber confirmation of acceptance or
      rejection (in whole or in part) of this Subscription Agreement promptly after
      the acceptance or rejection of this Subscription Agreement by the Corporation.
      The Subscriber acknowledges and agrees that, notwithstanding Section 3.1 above,
      the Corporation reserves the right, in its absolute discretion, to reject this
      subscription for Flow-Through Shares, in whole or in part, at any time prior
      to
      the Closing Time. If this subscription is rejected in whole, any cheques or
      other forms of payment delivered to the Underwriter on account of the
      Subscription Price will be promptly returned to the Subscriber without interest
      or deduction. If this subscription is accepted only in part, a cheque
      representing any refund of the Subscription Price for that portion of the
      subscription for Flow-Through Shares which is not accepted will be promptly
      delivered to the Subscriber without interest or deduction.


    
      
        
        

      

      
        Page
          8

        
          

        

      

      
        
        

      

    

     

    
      	
              3.4

            	
              Payment

            


    

     

    The
      Subscriber shall deliver the aggregate amount payable in respect of the
      Subscribed Shares to the Underwriter at or before the Closing Time on the
      Closing Date by certified cheque or bank draft drawn on a Canadian chartered
      bank or trust company in immediately available and freely transferable Canadian
      funds and payable to “Haywood Securities Inc.” as agent for the
      Corporation.

     

    
      	
              3.5

            	
              U.S.
                Securities Matters

            


    

     

    The
      Flow-Through Shares are being offered and sold in reliance on the exemption
      from
      registration contained in Regulation S of the U.S. Securities Act. Following
      the
      Closing, the Corporation has agreed to register the resale of the Flow-Through
      Shares under the U.S. Securities Act pursuant to the Registration Rights
      Agreement.

     

    ARTICLE
      4

    CLOSING

     

    
      	
              4.1

            	
              Closing

            


    

     

    Delivery
      and sale of the Subscribed Shares and payment of the Subscription Price will
      be
      completed (the “Closing”) at the offices of the Corporation’s counsel, at 1:00
      p.m. (Toronto time) (the “Closing Time”) on August 21, 2008 or such other place
      or date or time as the Corporation and the Underwriter may mutually agree (the
      “Closing Date”). Subject to Section 3.3, if, prior to the Closing Time, the
      terms and conditions contained in this Subscription Agreement and the
      Underwriting/Agency Agreement have been complied with to the satisfaction of
      the
      Underwriter, or waived by the Underwriter, the Underwriter shall deliver to
      the
      Corporation completed Subscription Agreements from the Subscribers (or, if
      the
      Underwriter does not have substituted purchasers for any portion of the
      Bought-Deal Offering, from the Underwriter) and payment of the Subscription
      Price against delivery by the Corporation of a certificate representing the
      Subscribed Shares and such other documentation as may be required pursuant
      to
      the Subscription Agreement and the Underwriting/Agency Agreement.

     

    If,
      prior
      to the Closing Time, the terms and conditions contained in this Subscription
      Agreement (other than delivery by the Corporation to the Subscriber of a
      certificate representing the Subscribed Shares) and the Underwriting/Agency
      Agreement have not been complied with to the satisfaction of the Underwriter,
      or
      waived by it, the Underwriter, the Corporation and the Subscriber will have
      no
      further obligations under this Subscription Agreement.

     

    
      	
              4.2

            	
              Conditions
                of Closing

            


    

     

    The
      completion of the Offering is conditional upon, among other things, the
      Corporation obtaining TSX Approval and AMEX Approval prior to the Closing Date
      and satisfactory due diligence by the Underwriter in respect of the business
      and
      affairs of the Corporation.


    
      
        
        

      

      
        Page
          9

        
          

        

      

      
        
        

      

    

     

    The
      Subscriber acknowledges and agrees that as the sale of the Flow-Through Shares
      will not be qualified by a prospectus in Canada, such sale and issuance is
      subject to the condition that the Subscriber return to the Corporation and/or
      the Underwriter all documentation required by the Securities Laws. The
      Subscriber acknowledges and agrees that the Underwriter and/or the Corporation
      may provide the Securities Regulators and tax authorities with a list setting
      forth the identities of the beneficial purchasers of the Flow-Through Shares.
      Notwithstanding that the Subscriber may be purchasing Flow-Through Shares as
      agent on behalf of an undisclosed principal, the Subscriber agrees to provide,
      on request, particulars as to the identity of such undisclosed principal as
      may
      be required by the Corporation in order to comply with the
      foregoing.

     

    The
      Subscriber acknowledges and agrees that the obligations of the Corporation
      hereunder are conditional on the accuracy of the representations and warranties
      of the Subscriber contained in this Subscription Agreement as of the date of
      this Subscription Agreement, and as of the Closing Time as if made at and as
      of
      the Closing Time, and the fulfilment of the following additional conditions
      as
      soon as possible and in any event not later than the Closing Time:

     

    
      	 	
              (a)

            	
              unless
                other arrangements acceptable to the Underwriter have been made,
                payment
                by the Subscriber of the Subscription Price as set out in Section
                3.4;

            


    

     

    
      	 	
              (b)

            	
              the
                Subscriber having properly completed, signed and delivered this
                Subscription Agreement to:

            


    

    


    Haywood
      Securities Inc

    Suite
      2000, 400 Burrard Street

    Vancouver,
      BC

    V6C
      3A6

    Attention:
      Michelle Jankovich

    Fax:
      (604) 697-7498

     

    
      	 	
              (c)

            	
              the
                Subscriber having properly completed, signed and delivered Schedule
“A”
                hereto; and

            


    

     

    
      	 	
              (d)

            	
              the
                Subscriber having properly completed signed and delivered the Registration
                Rights Agreement attached hereto as Schedule
                “C”.

            


    

     

    
      	
              4.3

            	
              Authorization
                of the Underwriter

            


    

     

    The
      Subscriber irrevocably authorizes the Underwriter, in its discretion, to act
      as
      the Subscriber’s representative at the Closing, and hereby appoints the
      Underwriter, with full power of substitution, as its true and lawful attorney
      with full power and authority in the Subscriber’s place and stead:

     

    
      	 	
              (a)

            	
              to
                receive one or more certificates representing the Subscribed Shares,
                to
                execute in the Subscriber’s name and on its behalf all closing receipts
                and required documents, to complete and correct any errors or omissions
                in
                any form or document provided by the Subscriber in connection with
                the
                subscription for the Subscribed Shares and to exercise any rights
                of
                termination contained in the Underwriting/Agency
                Agreement;

            


    


    
      
        
        

      

      
        Page
          10

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              to
                extend such time periods and to waive, in whole or in part, any
                representations, warranties, covenants or conditions for the Subscriber’s
                benefit contained in this Subscription Agreement and the
                Underwriting/Agency Agreement or any ancillary or related document;
                and

            


    

     

    
      	 	
              (c)

            	
              to
                terminate this Subscription Agreement if any condition precedent
                is not
                satisfied, in such manner and on such terms and conditions as the
                Underwriter in its sole discretion may
                determine.

            


    

     

    The
      Subscriber acknowledges and agrees that the Underwriter and the Corporation
      may
      vary, amend, alter or waive, in whole or in part, one or more of the terms
      to be
      set forth in the Underwriting/Agency Agreement in such manner and on such terms
      and conditions as they may determine, and that any such variation, amendment,
      alteration or waiver shall not affect in any way the obligations of the
      Subscriber or such others for whom the Subscriber is contracting
      hereunder.

     

    ARTICLE
      5

    REPRESENTATIONS
      AND WARRANTIES OF THE CORPORATION

     

    
      	
              5.1

            	
              Representations,
                Warranties and Covenants of the
                Corporation

            


    

     

    By
      execution of this Subscription Agreement, the Corporation hereby agrees with
      the
      Subscriber that the Subscriber shall have the benefit of the representations
      and
      warranties made by the Corporation below and to the Underwriter as set forth
      in
      the Underwriting/Agency Agreement, and acknowledges that the Subscriber is
      relying on such representations and warranties in connection with the
      transactions contemplated herein. Such representations and warranties shall
      be
      true and accurate in all material respects and shall continue in full force
      and
      effect for the benefit of the Subscriber in accordance with the
      Underwriting/Agency Agreement. The representations, warranties and covenants
      made by the Corporation to the Underwriter in the Underwriting/Agency Agreement
      are hereby incorporated by reference such that they form an integral part of
      this Agreement.

     

    The
      Corporation represents and warrants to, and covenants with, the Subscriber
      as
      follows:

     

    
      	 	
              (a)

            	
              Upon
                issue, the Flow-Through Shares will be “flow-through shares” as defined in
                subsection 66(15) of the Tax Act and are not and will not be “prescribed
                shares” within the meaning of section 6202.1 of the regulations to the Tax
                Act. The Corporation does not have and will not have prior to the
                Termination Date a Prescribed Relationship with the Subscriber and
                if the
                Subscriber is a partnership, with a partner or limited partner of
                such
                partnership.

            


    

     

    
      	 	
              (b)

            	
              The
                Corporation is a “principal-business corporation” as defined in subsection
                66(15) of the Tax Act and will continue to be a “principal-business
                corporation” until such time as all of the Resource Expenses required to
                be renounced under this Subscription Agreement have been incurred
                and
                validly renounced pursuant to the Tax
                Act.

            


    


    
      
        
        

      

      
        Page
          11

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              The
                Corporation has no reason to believe that it will be unable to: (i)
                incur,
                on or after the Closing Date and on or before the Termination Date,
                or
                (ii) renounce to the Subscriber effective on or before December 31,
                2008,
                Resource Expenses in an aggregate amount equal to the Subscription
                Price,
                and the Corporation has no reason to expect any reduction of such
                amount
                by virtue of subsection 66(12.73) of the Tax
                Act.

            


    

     

    
      	 	
              (d)

            	
              The
                Corporation hereby agrees to incur Resource Expenses in an amount
                equal to
                the Subscription Price on or before the Termination Date in accordance
                with this Subscription Agreement and agrees to renounce to the Subscriber,
                on or before March 31, 2009 with an effective date no later than
                December
                31, 2008, pursuant to subsections 66(12.6) and in respect of Resource
                Expenses incurred by the Corporation in 2009, pursuant to subsections
                66(12.6) and 66(12.66) of the Tax Act, Resource Expenses incurred
                or to be
                incurred in an amount equal to the Subscription
                Price.

            


    

     

    
      	 	
              (e)

            	
              The
                Corporation shall deliver to the Subscriber, on or before March 31,
                2009,
                the relevant Prescribed Forms, fully completed and executed, renouncing
                to
                the Subscriber, Resource Expenses in an amount equal to the Subscription
                Price with an effective date of no later than December 31, 2008,
                such
                delivery constituting the authorization of the Corporation to the
                Subscriber to file such Prescribed Forms with the relevant taxation
                authorities.

            


    

     

    
      	 	
              (f)

            	
              The
                Resource Expenses to be renounced by the Corporation to the
                Subscriber:

            


    

     

    
      	 	
              (i)

            	
              will
                constitute CEE on the effective date of the
                renunciation;

            


    

     

    
      	 	
              (ii)

            	
              will
                not include expenses that are “Canadian exploration and development
                overhead expenses” (as defined in the regulations to the Tax Act for
                purposes of paragraph 66(12.6)(b) of the Tax Act) of the Corporation,
                the
                amount of any assistance described in paragraph 66(12.6)(a) of the
                Tax
                Act, amounts which constitute specified expenses for seismic data
                described in paragraph 66(12.6)(b.1) of the Tax Act or any expenses
                for
                prepaid services or rent that do not qualify as outlays and expenses
                for
                the period as described in the definition of “expense” in subsection
                66(15) of the Tax Act;

            


    

     

    
      	 	
              (iii)

            	
              will
                not include any amount that has previously been renounced by the
                Corporation to the Subscriber or to any other
                Person;

            


    

     

    
      	 	
              (iv)

            	
              would
                be deductible by the Corporation in computing its income for the
                purposes
                of Part I of the Tax Act but for the renunciation to the Subscriber;
                and

            


    

     

    
      	 	
              (v)

            	
              will
                not be subject to any reduction under subsection 66(12.73) of the
                Tax
                Act.

            


    


    
      
        
        

      

      
        Page
          12

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (g)

            	
              The
                Corporation shall not reduce the amount renounced to the Subscriber
                pursuant to subsection 66(12.6) of the Tax
                Act.

            


    

     

    
      	 	
              (h)

            	
              The
                Corporation shall not be subject to the provisions of subsection
                66(12.67)
                of the Tax Act in a manner which impairs its ability to renounce
                Resource
                Expenses to the Subscriber in an amount equal to the Subscription
                Price.

            


    

     

    
      	 	
              (i)

            	
              The
                Corporation acknowledges that it is not now entitled to receive any
                assistance, as defined in the Tax Act, in respect of the Resource
                Expenses. If the Corporation receives, or becomes entitled to receive,
                any
                government assistance which is described in paragraph (a) of the
                definition of “excluded obligation” in subsection 6202.1(5) of the
                regulations made under the Tax Act and the receipt of or entitlement
                to
                receive such government assistance has or will have the effect of
                reducing
                the amount of CEE validly renounced to the Subscriber hereunder to
                less
                than the aggregate of the Subscription Price, the Corporation will
                incur
                additional Resource Expenses on or before the time it renounces the
                Resource Expenses to the Subscriber pursuant to their Subscription
                Agreement in an amount sufficient to allow it to renounce to the
                Subscriber, the Subscription Price.

            


    

     

    
      	 	
              (j)

            	
              The
                Corporation shall use the gross proceeds of the Offering for general
                exploration activities on the Corporation’s properties and shall deliver
                to the Subscriber, on or before March 31, 2009, a list of the provinces,
                territories or other jurisdictions in Canada where the Corporation
                has
                incurred, or intends to incur, Resource Expenses together with the
                amount
                incurred in each such province, territory or other jurisdiction of
                Canada.

            


    

     

    
      	 	
              (k)

            	
              The
                Corporation shall file with the CRA within the time prescribed by
                subsection 66(12.68) of the Tax Act (i) the forms prescribed for
                the
                purposes of such legislation, together with a copy of this Subscription
                Agreement or any "selling instrument" contemplated by such legislation
                and
                shall forthwith following such filings provide to the Subscriber
                a copy of
                such forms; and (ii) the form prescribed for purposes of subsection
                66(12.7) of the Tax Act on or before the last day of the first month
                after
                each month in which any renunciation is made pursuant to the terms
                of this
                Subscription Agreement.

            


    

     

    
      	 	
              (l)

            	
              The
                Corporation will keep proper books, records and accounts in respect
                of all
                Resource Expenses and all transactions and events affecting the
                Subscription Price, the Resource Expenses and the amounts renounced
                to the
                Subscriber hereunder, and upon reasonable notice, will, on a timely
                basis,
                make such books, records, accounts and any other relevant documents
                available for inspection and audit by or on behalf of the
                Subscriber.

            


    

     

    
      	 	
              (m)

            	
              Neither
                the Corporation nor any corporation “associated” (as such term is defined
                in the Tax Act) with the Corporation is a party to any other agreement
                for
                the issuance of Flow-Through Shares for which the required expenditures
                have not been incurred.

            


    


    
      
        
        

      

      
        Page
          13

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (n)

            	
              The
                Corporation has not and will not enter into transactions or take
                deductions which would otherwise reduce its cumulative CEE to an
                extent
                which would preclude a renunciation of Resource Expenses hereunder
                in an
                amount equal to the Subscription Price on or before December 31,
                2008.

            


    

     

    
      	 	
              (o)

            	
              The
                Corporation shall perform and carry out all acts and things to be
                completed by it as provided in this Subscription
                Agreement.

            


    

     

    
      	 	
              (p)

            	
              The
                Corporation will file with the CRA, before March 31 of the year following
                a particular year, any return required to be filed under Part XII.6
                of the
                Tax Act in respect of the particular year, and will pay any tax or
                other
                amount owing in respect of that return on a timely
                basis.

            


    

     

    
      	 	
              (q)

            	
              If
                the Corporation amalgamates with any one or more companies, any shares
                issued to or held by the Subscriber as a replacement for the Flow-Through
                Shares as a result of such amalgamation will qualify, by virtue of
                subsection 87(4.4) of the Tax Act, as Flow-Through Shares and in
                particular will not be “prescribed shares” as defined in section 6202.1 of
                the regulations to the Tax Act.

            


    

     

    
      	
              5.2

            	
              Indemnification

            


    

     

    If
      the
      Corporation does not incur and renounce to the Subscriber, effective on or
      before December 31, 2008, Resource Expenses equal to the Subscription Price,
      the
      Corporation shall indemnify and hold harmless the Subscriber and each of the
      partners thereof if the Subscriber is a partnership or a limited partnership
      (for the purposes of this paragraph, each an “Indemnified Person”) as to, and
      pay in settlement thereof to the Indemnified Person on or before the twentieth
      Business Day following the Termination Date, as sole recourse to the Indemnified
      Person, an amount equal to the amount of any tax (within the meaning of
      paragraph (b) of the definition of “excluded obligation” in subsection 6202.1(5)
      of the regulations to the Tax Act or paragraph (c) of that definition as it
      is
      proposed to be amended) payable under the Tax Act (and under any corresponding
      provincial legislation) by any Indemnified Person as a consequence of such
      failure. In the event that the CRA (or any similar provincial tax authority)
      reduces the amount renounced by the Corporation to the Subscriber pursuant
      to
      subsection 66(12.73) of the Tax Act (or any corresponding provincial
      legislation), the Corporation shall indemnify and hold harmless each Indemnified
      Person as to, and pay in settlement thereof to the Indemnified Person, as sole
      recourse to the Indemnified Person, an amount equal to the amount of any tax
      (within the meaning of paragraph (b) of the definition of “excluded obligation”
in subsection 6202.1(5) of the regulations to the Tax Act or paragraph (c)
      of
      that definition as it is proposed to be amended) payable under the Tax Act
      (and
      under any corresponding provincial legislation) by the Indemnified Person as
      a
      consequence of such reduction provided that nothing in this paragraph shall
      derogate from any rights or remedies the Subscriber may have at common law
      with
      respect to liabilities other than those payable under the Tax Act and any
      corresponding provincial legislation .

     

    To
      the
      extent that any Person entitled to be indemnified hereunder is not a party
      to
      this Subscription Agreement, the Subscriber shall obtain and hold the rights
      and
      benefits of this Subscription Agreement in trust for, and on behalf of, such
      Person and such Person shall be entitled to enforce the provisions of this
      section notwithstanding that such Person is not a party to this Subscription
      Agreement.


    
      
        
        

      

      
        Page
          14

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      6

    ACKNOWLEDGEMENTS,
      COVENANTS, REPRESENTATIONS 

    AND
      WARRANTIES OF THE SUBSCRIBER

     

    
      	
              6.1

            	
              Representations,
                Warranties and Covenants of the
                Subscriber

            


    

     

    The
      Subscriber, on its own behalf and, if applicable, on behalf of each beneficial
      purchaser for whom it is acting, hereby represents and warrants to, and
      covenants with, the Corporation and the Underwriter as follows as at the date
      hereof and as at the Closing Time and acknowledges that the Corporation and
      the
      Underwriter, and their respective counsel, are relying on such representations
      and warranties in connection with the transactions contemplated
      herein:

     

    
      	 	
              (a)

            	
              The
                Subscriber and (if applicable) each beneficial purchaser for whom
                it is
                acting is resident or, if not an individual, has its head office,
                in the
                jurisdiction set out on page 2 of this Subscription Agreement. The
                address
                set forth on page 2 of this Subscription Agreement is the residence
                or
                place of business of the Subscriber, or the residence or place of
                business
                of any beneficial purchaser for whom the Subscriber is acting, and
                such
                address was not obtained or used solely for the purpose of acquiring
                Flow-Through Shares and the Subscriber and any beneficial purchaser
                was
                solicited to purchase Flow-Through Shares solely in such jurisdiction.
                The
                Subscriber and, if the Subscriber is a partnership, any partner or
                limited
                partner of the partnership, or if the Subscriber is a corporation
                or
                limited liability company, any director, manager or officer, does
                not have
                and will not have prior to the Termination Date a Prescribed Relationship
                with the Corporation.

            


    

     

    
      	 	
              (b)

            	
              The
                Subscriber is not a “U.S. Person” (as that term is defined by Regulation S
                under the U.S. Securities Act, which definition includes, but is
                not
                limited to, an individual resident in the United States, an estate
                or
                trust of which any executor or administrator or trustee, respectively,
                is
                a U.S. Person and any partnership or company organized or incorporated
                under the laws of the United States (or any State thereof)) and is
                not
                acquiring the Flow-Through Shares for the account or benefit of a
                U.S.
                Person or a person in the United
                States.

            


    

     

    
      	 	
              (c)

            	
              The
                Flow-Through Shares have not been offered to the Subscriber in the
                United
                States, and the individuals making the order to purchase the Flow-Through
                Shares and executing and delivering this Agreement on behalf of the
                Subscriber were not in the United States when the order was placed
                and
                this Subscription Agreement was executed and
                delivered.

            


    

     

    
      	 	
              (d)

            	
              The
                Subscriber undertakes and agrees that it will not offer or sell the
                Flow-Through Shares in the United States unless such shares are registered
                under the U.S. Securities Act and the securities laws of all applicable
                states of the United States or an exemption from such registration
                requirements is available, and further that it will not resell the
                Flow-Through Shares except in accordance with the provisions of applicable
                securities legislation, regulations, rules, policies and orders and
                stock
                exchange rules.

            


    


    
      
        
        

      

      
        Page
          15

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              The
                Subscriber will not engage in hedging transactions with regard to
                the
                Flow-Through Shares unless conducted in compliance with the U.S.
                Securities Act.

            


    

     

    
      	 	
              (f)

            	
              The
                Subscriber acknowledges that the Corporation and its transfer agent
                will
                refuse to register any transfer of any of the Flow-Through Shares
                not made
                in accordance with the provisions of Regulation S of the U.S. Securities
                Act, pursuant to an available exemption from registration under the
                U.S.
                Securities Act or under an effective registration statement under
                the U.S.
                Securities Act.

            


    

     

    
      	 	
              (g)

            	
              The
                Subscriber, on its own behalf and (if applicable) on behalf of each
                beneficial purchaser for whom it is acting, represents, warrants
                and
                certifies as set out in Schedule “A” hereto and further certifies that the
                Subscriber and (if applicable) each such beneficial purchaser, as
                the case
                may be, falls into one or more of the categories of prospectus exempt
                purchasers listed in Schedule “A” hereto (as specified by the Subscriber
                in such Schedule).

            


    

     

    
      	 	
              (h)

            	
              The
                Subscriber has duly and properly completed, executed and delivered
                to the
                Corporation within applicable time periods, the certificate and form
                set
                forth in Schedule “A” hereto and the representations, warranties and
                certifications contained therein are true and correct as at the date
                hereof and will be true and correct at the Closing
                Time.

            


    

     

    
      	 	
              (i)

            	
              The
                execution and delivery of this Subscription Agreement, the performance
                and
                compliance with the terms hereof, the subscription for and purchase
                of the
                Subscribed Shares and the completion of the transactions described
                herein
                by the Subscriber will not result in any material breach of, or be
                in
                conflict with or constitute a material default under, or create a
                state of
                facts which, after notice or lapse of time, or both, would constitute
                a
                material default under any term or provision of the constating documents,
                by-laws or resolutions of the Subscriber or any beneficial purchaser
                for
                whom the Subscriber is acting, the Securities Laws or any other laws
                applicable to the Subscriber or any beneficial purchaser for whom
                the
                Subscriber is acting, any agreement to which the Subscriber or any
                beneficial purchaser for whom the Subscriber is acting is a party,
                or any
                judgment, decree, order, statute, rule or regulation applicable to
                the
                Subscriber or any beneficial purchaser for whom the Subscriber is
                acting.

            


    

     

    
      	 	
              (j)

            	
              The
                Subscriber is subscribing for the Subscribed Shares as principal
                for its
                own account and not for the benefit of any other Person (within the
                meaning of applicable Securities Laws) and not with a view to the
                resale
                or distribution of all or any of the Subscribed Shares, or if it
                is not
                subscribing as principal, it acknowledges that the Corporation may
                be
                required by law to disclose to certain regulatory authorities the
                identity
                of each beneficial purchaser of the Subscribed Shares for whom it
                is
                acting and agrees to provide such
                information.

            


    


    
      
        
        

      

      
        Page
          16

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (k)

            	
              In
                the case of a subscription for the Subscribed Shares by the Subscriber
                acting as trustee or agent (including, for greater certainty, a portfolio
                manager or comparable adviser) for a principal, the Subscriber is
                duly and
                properly authorized to execute and deliver this Subscription Agreement
                and
                all other necessary documentation in connection with such subscription
                on
                behalf of such beneficial purchaser, who is subscribing as principal
                for
                its own account, not for the benefit of any other Person and not
                with a
                view to the resale or distribution of the Subscribed Shares, and
                this
                Subscription Agreement has been duly authorized, executed and delivered
                by
                or on behalf of and constitutes a legal, valid and binding agreement
                of
                such principal, enforceable in accordance with its terms against
                such
                principal, and the Subscriber acknowledges that the Corporation and/or
                the
                Underwriter may be required by law to disclose the identity of such
                beneficial purchaser for whom the Subscriber is acting and agrees
                to
                provide information as the Corporation and/or the Underwriter may
                be
                required to disclose.

            


    

     

    
      	 	
              (l)

            	
              In
                the case of a subscription for the Subscribed Shares by the Subscriber
                acting as principal, this Subscription Agreement has been duly and
                properly authorized, executed and delivered by, and constitutes a
                legal,
                valid and binding agreement of, the Subscriber. This Subscription
                Agreement is enforceable in accordance with its terms against the
                Subscriber and (if applicable) any beneficial purchaser on whose
                behalf
                the Subscriber is acting.

            


    

     

    
      	 	
              (m)

            	
              If
                the Subscriber is:

            


    

     

    
      	 	
              (i)

            	
              a
                corporation, the Subscriber is duly incorporated and is validly subsisting
                under the laws of its jurisdiction of incorporation and has all requisite
                legal and corporate power and authority to execute and deliver this
                Subscription Agreement, to subscribe for the Subscribed Shares as
                contemplated herein and to observe and perform its obligations under
                the
                terms of this Subscription
                Agreement;

            


    

     

    
      	 	
              (ii)

            	
              a
                partnership, syndicate or other form of unincorporated organization,
                the
                Subscriber has the necessary legal capacity and authority to execute
                and
                deliver this Subscription Agreement on behalf of such organization
                and to
                observe and perform its covenants and obligations hereunder and has
                obtained all necessary approvals in respect thereof;
                or

            


    

     

    
      	 	
              (iii)

            	
              an
                individual, the Subscriber is of the full age of majority and is
                legally
                competent to execute this Subscription Agreement and to observe and
                perform his or her covenants and obligations
                hereunder.

            


    

     

    
      	 	
              (n)

            	
              Other
                than the Underwriter (and any group of investment dealers managed
                by the
                Underwriter for the purposes of offering the Flow-Through Shares
                for
                sale), there is no person acting or purporting to act in connection
                with
                the transactions contemplated herein who is entitled to any brokerage
                or
                finder’s fee. If any person claims that any fee or other compensation is
                payable by the Corporation or the Underwriter in connection with
                this
                subscription for the Subscribed Shares, the Subscriber covenants
                to
                indemnify and hold harmless the Corporation and the Underwriter with
                respect thereto and with respect to all costs reasonably incurred
                in the
                defence thereof.

            


    


    
      
        
        

      

      
        Page
          17

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (o)

            	
              The
                Subscriber is not, with respect to the Corporation or any of its
                affiliates, a Control Person and will not become a Control Person
                by
                virtue of the purchase of the Subscribed Shares, and does not intend
                to
                act in concert with any other person to form a Control Person of
                the
                Corporation.

            


    

     

    
      	 	
              (p)

            	
              The
                Subscriber is not purchasing Flow-Through Shares with knowledge of
                any
                material fact or information concerning the Corporation which has
                not been
                generally disclosed to the public.

            


    

     

    
      	 	
              (q)

            	
              No
                person has made to the Subscriber any written or oral
                representations:

            


    

     

    
      	 	
              (i)

            	
              that
                any person will resell or repurchase any of the Flow-Through
                Shares;

            


    

     

    
      	 	
              (ii)

            	
              that
                any person will refund the Subscription Price;
                or

            


    

     

    
      	 	
              (iii)

            	
              as
                to the future price or value of the Flow-Through
                Shares.

            


    

     

    
      	 	
              (r)

            	
              This
                subscription for Flow-Through Shares has not been made through or
                as a
                result of, and the distribution of Flow-Through Shares is not being
                accompanied by, any form of advertisement, including, without limitation,
                in printed public media, radio, television, internet or
                telecommunications, including electronic display, or as part of a
                general
                solicitation.

            


    

     

    
      	 	
              (s)

            	
              None
                of the funds the Subscriber is using to purchase the Subscribed Shares
                is,
                to the knowledge of the Subscriber, proceeds obtained or derived,
                directly
                or directly, as a result of illegal
                activities.

            


    

     

    
      	 	
              (t)

            	
              The
                Subscriber, and any beneficial purchaser for whom it is acting, deals
                at
                arm’s length and will continue to deal at arm’s length (within the meaning
                of the Tax Act and applicable Securities Laws) with the
                Corporation.

            


    

     

    
      	 	
              (u)

            	
              If
                the Subscriber or a beneficial purchaser for whom it is acting, as
                the
                case may be, is a corporation, trust or partnership, it does not
                and will
                not have, in respect of a renunciation of Resource Expenses hereunder,
                a
                “prohibited relationship” with the Corporation within the meaning of
                subsection 66(12.671) of the Tax
                Act.

            


    

     

    
      	 	
              (v)

            	
              Neither
                the Subscriber, nor any beneficial purchaser for whom it is acting,
                as the
                case may be, has or will knowingly enter into any agreement or arrangement
                which will cause the Flow-Through Shares to be or become “prescribed
                shares” for purposes of the Tax
                Act.

            


    

     

    
      	 	
              (w)

            	
              The
                delivery of this subscription, the acceptance hereof by the Corporation
                and the issuance of Subscribed Shares to the Subscriber complies
                with all
                applicable laws of the Subscriber’s jurisdiction of residence and domicile
                and will not cause the Corporation or any of its officers or directors
                to
                become subject to or require any disclosure, prospectus or other
                reporting
                requirement to which the Corporation is not currently subject and
                which is
                not otherwise contemplated in this Subscription
                Agreement.

            


    


    
      
        
        

      

      
        Page
          18

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (x)

            	
              If
                the Subscriber is a corporation, syndicate, partnership or other
                form of
                entity (other than an investment fund, as defined in National Instrument
                45-106), the Subscriber was not created or is not being used solely
                to
                purchase or hold the Subscribed Shares and has a bona fide purpose
                other
                than investing in the Subscribed
                Shares.

            


    

     

    
      	
              6.2

            	
              Acknowledgments
                and Agreements of the
                Subscriber

            


    

     

    The
      Subscriber, on its own behalf and, if applicable, on behalf of each beneficial
      purchaser for whom it is acting, acknowledges and agrees as
      follows:

     

    
      	 	
              (a)

            	
              The
                Subscriber has received a copy of the Term Sheet setting out the
                principal
                terms of the Offering.

            


    

     

    
      	 	
              (b)

            	
              The
                Subscriber acknowledges that the Corporation contemplates completing
                the
                Offering and that the aggregate gross proceeds of the Bought Deal
                Offering
                and the Best-Efforts Offering will be $8,500,000 (assuming the Best
                Efforts Offering is fully
                subscribed).

            


    

     

    
      	 	
              (c)

            	
              No
                securities commission, agency, governmental authority, regulatory
                body,
                stock exchange or other regulatory body has reviewed or passed on
                the
                merits of the Subscribed Shares.

            


    

     

    
      	 	
              (d)

            	
              The
                Subscribed Shares shall be subject to statutory resale restrictions
                under
                the Securities laws United States and the province or territory in
                which
                the Subscriber resides and under other applicable securities laws,
                and the
                Subscriber covenants that it will not resell the Subscribed Shares
                except
                in compliance with such laws, and the Subscriber acknowledges that
                it is
                solely responsible (and neither the Corporation nor the Underwriter
                is in
                any way responsible) for such
                compliance.

            


    

     

    
      	 	
              (e)

            	
              The
                Subscriber’s ability to transfer the Subscribed Shares is limited by,
                among other things, applicable Securities
                Laws.

            


    

     

    
      	 	
              (f)

            	
              In
                addition, the Subscriber acknowledges that, while the Corporation
                has
                agreed to file the Registration Statement and cause it to be declared
                effective by the SEC, there is no assurance that the Corporation
                will be
                able to cause the Registration Statement to be declared effective
                by the
                SEC, and if the Registration Statement is not declared effective
                by the
                SEC, the Flow-Through Shares may not be resold by the Subscriber
                in the
                United States, except pursuant to an exemption contained under the
                applicable U.S. Securities Laws, which may not be available, and
                if the
                Registration Statement is not declared effective, the Flow-Through
                Shares
                remain “restricted” securities under the U.S. Securities Act and may only
                be sold pursuant to an effective registration statement with respect
                to
                such securities, pursuant to Regulation S, if available, or other
                exemption from the registration requirements of the U.S. Securities
                Act
                or, if such Registration Statement is declared effective by the SEC,
                in
                the manner provided in the Registration Statement for the resale
                of such
                Flow-Through Shares.

            


    


    
      
        
        

      

      
        Page
          19

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (g)

            	
              The
                certificates representing the Subscribed Shares will bear, as of
                the
                Closing Date, the following legends as required by National Instrument
                45-102 - Resale of Securities and with the necessary information
                inserted
                and the Subscriber agrees to comply with the terms of such
                legends:

            


    

     

    “UNLESS
      PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
      TRADE THE SECURITY BEFORE <INSERT DATE THAT IS FOUR (4) MONTHS AND ONE (1)
      DAY AFTER CLOSING DATE>”

     

    In
      addition, the certificates representing the Subscribed Shares will also bear
      a
      legend substantially in the following form as required by the TSX, and the
      Subscriber agrees to comply with the terms of such legend:

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK
      EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE
      FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY
      ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT 'GOOD DELIVERY' IN
      SETTLEMENT OF TRANSACTIONS ON THE TSX.”

     

    In
      addition, the certificates representing the Subscribed Shares will also bear
      a
      legend substantially in the following form as required by the Rights
      Agreement:

     

    “UNTIL
      THE SEPARATION TIME (AS DEFINED IN THE RIGHTS AGREEMENT REFERRED TO BELOW),
      THIS
      CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS
      AS
      SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT, DATED AS OF THE 17TH DAY
      OF
      JANUARY, 2007 (THE “RIGHTS AGREEMENT”), BETWEEN THE CORPORATION AND CIBC MELLON
      TRUST COMPANY, AS RIGHTS AGENT, THE TERMS OF WHICH ARE HEREBY INCORPORATED
      HEREIN BY REFERENCE AND A COPY OF WHICH MAY BE INSPECTED DURING NORMAL BUSINESS
      HOURS AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. UNDER CERTAIN
      CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE
      TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE
“BENEFICIALLY OWNED” BY AN “ACQUIRING PERSON”, AS SUCH TERMS ARE DEFINED IN THE
      RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR
      ANY
      SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND MAY NO
      LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE
      FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS
      CERTIFICATE WITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER THE RECEIPT OF A
      WRITTEN REQUEST THEREFORE.”


    
      
        
        

      

      
        Page
          20

        
          

        

      

      
        
        

      

    

     

    In
      addition, the certificates representing the Subscribed Shares will also bear
      a
      legend substantially in the following form as required by the U.S. Securities
      Act:

     

    “THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
      1933,
      AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
      EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
      HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
      SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S ADOPTED
      UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE
      TRANSFER THE SECURITY EVIDENCED HEREBY, EXCEPT (A) TO THE ISSUER OR A SUBSIDIARY
      THEREOF; (B) TO PERSONS OTHER THAN U.S. PERSONS OUTSIDE THE UNITED STATES IN
      COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (C) PURSUANT TO THE
      EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 ADOPTED UNDER THE SECURITIES
      ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT (IF AVAILABLE);
      OR
      (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
      AND (3) AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY, FURNISH
      TO
      THE ISSUER OR ISSUER’S COUNSEL SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
      INFORMATION AS MAY BE REQUIRED BY THE ISSUER TO CONFIRM THAT SUCH TRANSFER
      IS
      BEING MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
      ACT OR AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE
      TRANSACTION,” “UNITED SATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY
      REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF WILL
      NOT,
      DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS
      SECURITY, EXCEPT AS PERMITTED BY THE SECURITIES ACT.”


    
      
        
        

      

      
        Page
          21

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (h)

            	
              The
                Underwriter and/or its counsel, directors, officers, employees, agents
                and
                representatives assume no responsibility or liability of any nature
                whatsoever for the accuracy or adequacy of the Public Record or any
                publicly available information concerning the Corporation or as to
                whether
                all information concerning the Corporation that is required to be
                disclosed or filed by the Corporation under the Securities Laws has
                been
                so disclosed or filed.

            


    

     

    
      	 	
              (i)

            	
              The
                Subscriber and each beneficial purchaser for whom it is acting shall
                execute and file, together with the prescribed fees, all documentation
                required by the applicable Securities Laws or by any legislation
                or order
                in force in its jurisdiction of residence or to which it may be subject,
                within the time limits prescribed to permit the subscription for,
                and
                issuance of, the Subscribed Shares and thereafter for any subsequent
                disposition thereof and agrees that it will furnish to the Corporation
                such certificates, legal opinions and other documentation as may
                be
                required by the Corporation.

            


    

     

    
      	 	
              (j)

            	
              If
                required by applicable Securities Laws or by the Corporation, the
                Subscriber and each beneficial purchaser for whom it is acting will
                execute, deliver and file or assist the Corporation in filing such
                reports, undertakings and other documents with respect to the issue
                of the
                Subscribed Shares as may be required by any securities commission,
                stock
                exchange or other regulatory
                authority.

            


    

     

    
      	 	
              (k)

            	
              The
                Subscriber, and each beneficial purchaser for whom it is acting,
                have been
                advised to consult their own legal advisors with respect to trading
                in the
                Subscribed Shares and with respect to the resale restrictions imposed
                by
                the Securities Laws of the United States or any province or territory
                in
                which the Subscriber resides and other applicable securities laws,
                and
                acknowledges that no representation has been made respecting the
                applicable hold periods imposed by the Securities Laws or other resale
                restrictions applicable to such securities which restrict the ability
                of
                the Subscriber (or others for whom it is acting) to resell such securities
                that the Subscriber (or others for whom it is acting) is solely
                responsible for determining what these restrictions are and the Subscriber
                is solely responsible (and neither the Corporation nor the Underwriter
                is
                in any way responsible) for compliance with applicable resale restrictions
                and the Subscriber is aware that it (or the beneficial purchaser
                for whom
                it is acting) may not be able to resell such securities except in
                accordance with limited exemptions under the Securities Laws and
                other
                applicable securities laws.

            


    


    
      
        
        

      

      
        Page
          22

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (l)

            	
              The
                Subscriber has not received or been provided with a prospectus, offering
                memorandum (within the meaning of the Securities Laws) or any sales
                or
                advertising literature in connection with the Offering and the
                Subscriber’s decision to subscribe for Flow-Through Shares was not based
                upon, and the Subscriber has not relied upon, any verbal or written
                representations as to facts made by or on behalf of the Corporation
                or the
                Underwriter. The Subscriber’s decision to subscribe for Flow-Through
                Shares was based solely upon the Term Sheet attached hereto as Schedule
                “B” and information about the Corporation which is publicly available
                (any
                such information having been obtained by the Subscriber without
                independent investigation or verification by the
                Underwriter).

            


    

     

    
      	 	
              (m)

            	
              The
                Corporation and the Underwriter, and their respective counsel, are
                relying
                on the representations, warranties and covenants contained herein
                and in
                the applicable Schedules attached hereto to determine the Subscriber’s
                eligibility to subscribe for Flow-Through Shares under applicable
                Securities Laws and the Subscriber agrees to indemnify the Corporation,
                the Underwriter and each of their respective directors and officers
                against all losses (other than loss of profits), claims, costs, expenses,
                damages or liabilities which any of them may suffer or incur as a
                result
                of or arising from reliance thereon. The Subscriber undertakes to
                immediately notify the Underwriter of any change in any statement
                or other
                information relating to the Subscriber set forth in such applicable
                Schedules that takes place prior to the Closing
                Time.

            


    

     

    
      	 	
              (n)

            	
              The
                Corporation and the Underwriter are relying on an exemption from
                the
                requirement to provide the Subscriber with a prospectus under the
                Securities Laws and, as a consequence of acquiring Flow-Through Shares
                pursuant to such exemption, certain protections, rights and remedies
                provided by the Securities Laws, including statutory rights of rescission
                and/or damages, will not be available to the
                Subscriber.

            


    

     

    
      	 	
              (o)

            	
              The
                Flow-Through Shares are being offered and sold in reliance on the
                exemption from registration contained in Regulation S of the U.S.
                Securities Act. Following the Closing, the Corporation has agreed
                to
                register the resale of the Flow-Through Shares under the U.S. Securities
                Act pursuant to the Registration Rights
                Agreement.

            


    

     

    
      	 	
              (p)

            	
              The
                Subscriber, and each beneficial purchaser for whom it is acting,
                is
                responsible for obtaining such independent legal and tax advice as
                it
                considers appropriate in connection with the execution, delivery
                and
                performance of this Subscription Agreement and the transactions
                contemplated under this Subscription Agreement, including without
                limitation for the proposes of giving representations, warranties
                and
                covenants under this Subscription
                Agreement.

            


    


    
      
        
        

      

      
        Page
          23

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (q)

            	
              There
                is no government or other insurance covering the Flow-Through
                Shares.

            


    

     

    
      	 	
              (r)

            	
              The
                Subscriber acknowledges that the Underwriter’s counsel and the
                Corporation’s counsel are acting as counsel to the Underwriter and the
                Corporation, respectively, and not as counsel to the
                Subscriber.

            


    

     

    
      	 	
              (s)

            	
              The
                Subscriber acknowledges that all costs and expenses incurred by the
                Subscriber (including any fees and disbursements of any special counsel
                or
                other advisors retained by the Subscriber) relating to the purchase
                of the
                Subscribed Shares shall be borne by the
                Subscriber.

            


    

     

    
      	 	
              (t)

            	
              The
                Subscriber and each beneficial purchaser for whom it is acting acknowledge
                that the Flow-Through Shares are speculative in nature and that there
                are
                risks associated with the purchase of Flow-Through Shares and the
                Subscriber and each beneficial purchaser for whom it is acting has
                such
                knowledge, sophistication and experience in business and financial
                matters
                as to be capable of evaluating the merits and risks of its investment
                in
                the Subscribed Shares, fully understands the speculative nature of
                the
                Subscribed Shares and is able to bear the economic risk of loss of
                its
                entire investment.

            


    

     

    
      	
              6.3

            	
              Reliance
                on Representations, Warranties, Covenants and
                Acknowledgements

            


    

     

    The
      Subscriber acknowledges and agrees that the representations, warranties,
      covenants and acknowledgements made by the Subscriber in this Subscription
      Agreement are made with the intention that they may be relied upon by the
      Corporation and the Underwriter in determining the Subscriber’s eligibility
      (and, if applicable, the eligibility of others for whom the Subscriber is
      acting) to purchase Flow-Through Shares under the Securities Laws. The
      Subscriber further agrees that by accepting Flow-Through Shares, the Subscriber
      shall be representing and warranting that such representations, warranties,
      acknowledgements and covenants are true as at the Closing Time with the same
      force and effect as if they had been made by the Subscriber at the Closing
      Time
      and that they shall survive the purchase by the Subscriber of Flow-Through
      Shares and shall continue in full force and effect notwithstanding any
      subsequent disposition by the Subscriber of any of such Flow-Through
      Shares.

     

    ARTICLE
      7

    SURVIVAL
      OF REPRESENTATIONS, WARRANTIES AND COVENANTS

     

    
      	
              7.1

            	
              Survival
                of Representations, Warranties and Covenants of the
                Corporation

            


    

     

    The
      representations, warranties and covenants of the Corporation contained in this
      Subscription Agreement shall survive the Closing and, notwithstanding such
      Closing or any investigation made by or on behalf of the Subscriber with respect
      thereto, shall continue in full force and effect for the benefit of the
      Subscriber and the Underwriter.


    
      
        
        

      

      
        Page
          24

        
          

        

      

      
        
        

      

    

     

    
      	
              7.2

            	
              Survival
                of Representations, Warranties and Covenants of the
                Subscriber

            


    

     

    The
      representations, warranties and covenants of the Subscriber contained in this
      Subscription Agreement shall survive the Closing and, notwithstanding such
      Closing or any investigation made by or on behalf of the Corporation or the
      Underwriter with respect thereto, shall continue in full force and effect for
      the benefit of the Corporation and the Underwriter.

     

    ARTICLE
      8

    COMMISSION

     

    
      	
              8.1

            	
              Commission
                to Underwriter

            


    

     

    The
      Subscriber understands that in connection with the Offering the Underwriter
      will
      receive from the Corporation (i) a corporate finance fee of $50,000 which will
      be credited against cash commissions payable on Closing, and (ii) on Closing,
      a
      cash commission equal to 6.5% of the gross proceeds from the Offering. In
      addition, the Underwriter will receive a number of compensation options
      (“Compensation Options”) that is equal to 6% of the number of Flow-Through
      Shares sold pursuant to the Offering, each Compensation Option being exercisable
      at a price of $0.50 for a period of 18 months from the Closing Date to acquire
      one Common Share. No other fee or commission is payable by the Corporation
      in
      connection with the completion of the Offering; however, the Corporation will
      pay certain fees and expenses of the Underwriter in connection with the
      Offering, as set out in the Underwriting/Agency Agreement.

     

    ARTICLE
      9

    COLLECTION
      OF PERSONAL INFORMATION

     

    
      	
              9.1

            	
              Collection
                of Personal Information

            


    

     

    By
      executing this Subscription Agreement, the Subscriber hereby consents to the
      collection, use and disclosure of the personal information provided herein
      and
      other personal information provided by the Subscriber or collected by the
      Corporation or its agents as reasonably necessary in connection with the
      Subscriber’s subscription for the Subscribed Shares (collectively, “personal
      information”) as follows: (a) the Corporation may use personal information and
      disclose personal information to intermediaries such as the Corporation’s legal
      counsel and withholding and/or transfer agents for the purposes of determining
      the Subscriber’s eligibility to invest in the Subscribed Shares and for managing
      and administering the Subscriber’s investment in the Subscribed Shares; (b) if
      the Subscriber purchased securities through a registered dealer, the Corporation
      may disclose and collect such personal information relating to the Subscriber’s
      holding of the Subscribed Shares to and from the dealer; (c) the Corporation
      and
      its agents may use the Subscriber’s social insurance number for income reporting
      purposes in accordance with applicable law; (d) the Corporation, its agents
      and
      advisors, may each collect, use and disclose personal information for the
      purposes of meeting legal, regulatory, self-regulatory, security and audit
      requirements (including any applicable tax, securities, money laundering or
      anti-terrorism legislation, rules or regulations) and as otherwise permitted
      or
      required by law, which disclosures may include disclosures to tax, securities
      or
      other regulatory or self-regulatory authorities in Canada and/or in foreign
      jurisdictions, if applicable, in connection with the regulatory oversight
      mandate of such authorities; (e) the Corporation and its agents and advisors
      may
      use personal information and disclose personal information to parties connected
      with the proposed or actual transfer, sale, assignment, merger or amalgamation
      of the Corporation or its business or assets or similar transactions, for the
      purpose of permitting such parties to evaluate and/or proceed with and complete
      such transaction. Purchasers, assignees and successors of the Corporation or
      its
      business or assets may collect, use and disclose personal information as
      described in this Subscription Agreement. The Subscriber acknowledges that
      the
      Corporation’s agents or intermediaries may be located outside of Canada, and
      personal information may be transferred and/or processed outside of Canada
      for
      the purposes described above, and that measures the Issuer may use to protect
      personal information while handled by agents, intermediaries or other third
      parties on its behalf, and personal information otherwise disclosed or
      transferred outside of Canada for the purposes described above, are subject
      to
      legal requirements in foreign countries applicable to Issuer or such third
      parties, for example lawful requirements to disclose personal information to
      government authorities in those countries.


    
      
        
        

      

      
        Page
          25

        
          

        

      

      
        
        

      

    

     

    If
      the
      Subscriber is resident in, or otherwise subject to the applicable securities
      legislation of Ontario, the Subscriber acknowledges (i) the delivery to the
      Ontario Securities Commission of the Subscriber’s full name, residential address
      and telephone number, the number and type of securities purchased by the
      Subscriber, the total purchase price, the exemption relied on, and the date
      of
      distribution, (ii) that such information is being collected indirectly by the
      Ontario Securities Commission under the authority granted to it in securities
      legislation, (iii) that such information is being collected for the purposes
      of
      the administration and enforcement of the securities legislation of Ontario,
      and
      (iv) that the Administrative Assistant to the Director of Corporate Finance
      at
      the Ontario Securities Commission, Suite 1903, Box 55, 20 Queen Street West,
      Toronto, Ontario M5H 3S8, telephone (416) 593-8086, can be contacted to answer
      questions about the Ontario Securities Commission’s indirect collection of such
      information. The Subscriber hereby authorizes the indirect collection of such
      information by the Ontario Securities Commission.

     

    ARTICLE
      10

    MISCELLANEOUS

     

    
      	
              10.1

            	
              Further
                Assurances

            


    

     

    Each
      of
      the parties hereto upon the request of each of the other parties hereto, whether
      before or after the Closing Time, shall do, execute, acknowledge and deliver
      or
      cause to be done, executed, acknowledged and delivered all such further acts,
      deeds, documents, assignments, transfers, conveyances, powers of attorney and
      assurances as may reasonably be necessary or desirable to complete the
      transactions contemplated herein.

     

    
      	
              10.2

            	
              Notices

            


    

     

    
      	 	
              (a)

            	
              Any
                notice, direction or other instrument required or permitted to be
                given to
                any party hereto shall be in writing and shall be sufficiently given
                if
                delivered personally, or transmitted by facsimile tested prior to
                transmission to such party, as
                follows:

            


    

     

    
      	 	
              (i)

            	
              in
                the case of the Corporation, to:

            


    

     

    Apollo
      Gold Corporation 

    5655
      S.
      Yosemite Street,

    Suite
      200

    Greenwood
      Village, CO, USA 80111


    
      
        
        

      

      
        Page
          26

        
          

        

      

      
        
        

      

    

     

    Attention:
      R. David Russell 

    Fax: 720-482-0957

     

    with
      a
      copy to:

     

    Fogler,
      Rubinoff LLP

    95
      Wellington Street West 

    Suite
      1200

    Toronto-Dominion
      Centre

    Toronto,
      Ontario

    M5J
      2Z9

     

    Attention:
      G. Michael Hobart 

    Fax: 416-941-8852

     

    
      	 	
              (ii)

            	
              in
                the case of the Subscriber, at the address specified on page 2 hereof,
                with a copy to the Underwriter at:

            


    

     

    Haywood
      Securities Inc

    Brookfield
      Place, 

    181
      Bay
      Street 

    Suite
      2910, Box 808

    Toronto,
      Ontario

    M5J
      2T3

     

    Attention:
      Greg McKenzie

    Fax:
      (416) 507-2350

     

    
      	 	
              (b)

            	
              Any
                such notice, direction or other instrument, if delivered personally,
                shall
                be deemed to have been given and received on the day on which it
                was
                delivered, provided that if such day is not a Business Day then the
                notice, direction or other instrument shall be deemed to have been
                given
                and received on the first Business Day next following such day and
                if
                transmitted by fax, shall be deemed to have been given and received
                on the
                day of its transmission, provided that if such day is not a Business
                Day
                or if it is transmitted or received after the end of normal business
                hours
                then the notice, direction or other instrument shall be deemed to
                have
                been given and received on the first Business Day next following
                the day
                of such transmission.

            


    

     

    
      	 	
              (c)

            	
              Any
                party hereto may change its address for service from time to time
                by
                notice given to each of the other parties hereto in accordance with
                the
                foregoing provisions.

            


    


    
      
        
        

      

      
        Page
          27

        
          

        

      

      
        
        

      

    

     

    
      	
              10.3

            	
              Time
                of the Essence

            


    

     

    Time
      shall be of the essence of this Subscription Agreement and every part hereof.
      

     

    
      	
              10.4

            	
              Costs
                and Expenses

            


    

     

    All
      costs
      and expenses (including, without limitation, the fees and disbursements of
      legal
      counsel) incurred in connection with this Subscription Agreement and the
      transactions herein contemplated shall be paid and borne by the party incurring
      such costs and expenses.

     

    
      	
              10.5

            	
              Applicable
                Law

            


    

     

    This
      Subscription Agreement shall be construed and enforced in accordance with,
      and
      the rights of the parties shall be governed by, the laws of the Province of
      Ontario and the laws of Canada applicable therein, without reference to any
      conflicts of law rules that would impose a law of another jurisdiction. Any
      and
      all disputes arising under this Subscription Agreement, whether as to
      interpretation, performance or otherwise, shall be subject to the non-exclusive
      jurisdiction of the courts of the Province of Ontario and each of the parties
      hereto hereby irrevocably attorns to the jurisdiction of the courts of such
      province.

     

    
      	
              10.6

            	
              Entire
                Agreement

            


    

     

    This
      Subscription Agreement, including the Schedules hereto, constitutes the entire
      agreement between the parties with respect to the transactions contemplated
      herein and cancels and supersedes any prior understandings, agreements,
      negotiations and discussions between the parties. There are no representations,
      warranties, terms, conditions, undertakings or collateral agreements or
      understandings, express or implied, between the parties hereto other than those
      expressly set forth in this Subscription Agreement or in any such agreement,
      certificate, affidavit, statutory declaration or other document as aforesaid.
      This Subscription Agreement may not be amended or modified in any respect except
      by written instrument executed by each of the parties hereto.

     

    
      	
              10.7

            	
              Counterparts

            


    

     

    This
      Subscription Agreement may be executed in two or more counterparts, each of
      which shall be deemed to be an original and all of which together shall
      constitute one and the same Subscription Agreement. Counterparts may be
      delivered either in original or faxed form and the parties adopt any signature
      received by a receiving fax machine as original signatures of the
      parties.

     

    
      	
              10.8

            	
              Assignment

            


    

     

    This
      Subscription Agreement may not be assigned by either party except with the
      prior
      written consent of the other parties hereto.


    
      
        
        

      

      
        Page
          28

        
          

        

      

      
        
        

      

    

     

    
      	
              10.9

            	
              Enurement

            


    

     

    This
      Subscription Agreement shall enure to the benefit of and be binding upon the
      parties hereto and their respective heirs, executors, successors (including
      any
      successor by reason of the amalgamation or merger of any party), administrators
      and permitted assigns.

     

    
      	
              10.10

            	
              Language

            


    

     

    The
      parties hereto acknowledge and confirm that they have requested that this
      Subscription Agreement as well as all notices and other documents contemplated
      hereby be drawn up on the English language. Les parties aux présentes
      reconnaissent et conferment qu’elles ont convenu que la présente convention
      ainsi que tous les avis et documents qui s’y rattachent soient rédigés dans la
      langue anglaise.


    
      
        
        

      

      
        Page
          29

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      “A”

     

    CERTIFICATE

     

    (FOR
      ACCREDITED INVESTORS RESIDENT IN CANADA)

     

    


    
      	
              TO:

            	
              APOLLO
                GOLD CORPORATION (the “Corporation”)

            
	 	 
	
              AND
                TO:

            	
              HAYWOOD
                SECURITIES INC. (the
“Underwriter”)

            


    

     

    In
      connection with the purchase of flow-through shares (“Flow-Through Shares”) of
      the Corporation by the undersigned subscriber or, if applicable, the principal
      on whose behalf the undersigned is purchasing as agent (the “Subscriber” for the
      purposes of this Certificate), the Subscriber hereby represents, warrants,
      covenants and certifies to the Corporation and the Underwriter
      that:

     

    
      	
              1.

            	
              the
                Subscriber is resident in a province or territory of Canada or is
                subject
                to the laws of a province or territory of
                Canada;

            


    

     

    
      	
              2.

            	
              the
                Subscriber is purchasing the Flow-Through Shares as principal for
                its own
                account or is deemed to be purchasing as principal pursuant to National
                Instrument 45-106 - Prospectus and Registration Exemptions (“NI
                45–106”);

            


    

     

    
      	
              3.

            	
              the
                Subscriber is an “accredited investor” within the meaning of NI 45-106 by
                virtue of satisfying one or more of the indicated criterion set out
                in
                Appendix “A” to this Certificate;
                and

            


    

     

    
      	
              4.

            	
              upon
                execution of this Certificate by the Subscriber, this Certificate
                (including Appendix “A” hereto) shall be incorporated into and form a part
                of the subscription agreement to which this Certificate is
                attached.

            


    

     

    Dated:                                               
        ,
      2008.

    


    
      	
               

            
	
              Print
                name of Subscriber

            
	 	 
	
              By:

            	
               

            
	 	
              Signature

            
	 	 
	 	
               

            
	 	
              Print
                name of Signatory (if different from Subscriber)

            
	 	 
	 	
               

            
	 	
              Title

            


    

     

    IMPORTANT:
      PLEASE INITIAL ONE OR MORE OF THE ITEMS, 

    AS
      APPLICABLE, IN APPENDIX “A” ON THE NEXT PAGE


    
      
        
        

      

      
        Page
          30

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      “A”

     

    TO
      CERTIFICATE OF ACCREDITED INVESTOR

     

    The
      Subscriber hereby represents, warrants and certifies to the Corporation and
      the
      Underwriter that the Subscriber (or its disclosed principal) is an “accredited
      investor” as defined in NI 45-106 by virtue of being: [check appropriate item(s)
      below]

    
      	 	
               

              (a)

            	
               

              a
                Canadian financial institution, or a Schedule III bank,

            
	 	
               

              (b)

            	
               

              the
                Business Development Bank of Canada incorporated under the Business
                Development Bank of Canada Act (Canada),

            
	 	
               

              (c)

            	
               

              a
                subsidiary of any person referred to in paragraphs (a) or (b), if
                the
                person owns all of the voting securities of the subsidiary, except
                the
                voting securities required by law to be owned by directors of that
                subsidiary,

            
	 	
               

              (d)

            	
               

              a
                person registered under the securities legislation of a jurisdiction
                of
                Canada as an adviser or dealer, other than a person registered solely
                as a
                limited market dealer under one or both of the Securities Act (Ontario)
                or
                the Securities Act (Newfoundland and Labrador),

            
	 	
               

              (e)

            	
               

              an
                individual registered or formerly registered under the securities
                legislation of a jurisdiction of Canada as a representative of a
                person
                referred to in paragraph (d),

            
	 	
               

              (f)

            	
               

              the
                Government of Canada or a jurisdiction of Canada, or any crown
                corporation, agency or wholly owned entity of the Government of Canada
                or
                a jurisdiction of Canada,

            
	 	
               

              (g)

            	
               

              a
                municipality, public board or commission in Canada and a metropolitan
                community, school board, the Comité de gestion de la taxe scolaire de
                l’île de Montréal or an intermunicipal management board in
                Québec,

            
	 	
               

              (h)

            	
               

              any
                national, federal, state, provincial, territorial or municipal government
                of or in any foreign jurisdiction, or any agency of that
                government,

            
	 	
               

              (i)

            	
               

              a
                pension fund that is regulated by either the Office of the Superintendent
                of Financial Institutions (Canada) or a pension commission or similar
                regulatory authority of a jurisdiction of Canada,

            
	 	
               

              (j)

            	
               

              an
                individual who, either alone or with a spouse, beneficially owns,
                directly
                or indirectly, financial assets having an aggregate realizable value that
                before taxes, but net of any related liabilities, exceeds
                $1,000,000,

            
	 	
               

              (k)

            	
               

              an
                individual whose net income before taxes exceeded $200,000 in each
                of the
                2 most recent calendar years or whose net income before taxes combined
                with that of a spouse exceeded $300,000 in each of the 2 most recent
                calendar years and who, in either case, reasonably expects to exceed
                that
                net income level in the current calendar
                year,

            


    


    
      
        
        

      

      
        Page
          31

        
          

        

      

      
        
        

      

    

    


    
      	 	
               

              (l)

            	
               

              an
                individual who, either alone or with a spouse, has net assets of
                at least
                $5,000,000,

            
	 	
               

              (m)

            	
               

              a
                person, other than an individual or investment fund, that has net
                assets
                of at least $5,000,000 as shown on its most recently prepared financial
                statements,

            
	 	
               

              (n)

            	
               

              an
                investment fund that distributes or has distributed its securities
                only
                to

               

              (i) 
a
                person that is or was an accredited investor at the time of the
                distribution,

               

              (ii) 
a
                person that acquires or acquired securities in the circumstances
                referred
                to in sections 2.10 [Minimum amount investment] and 2.19 [Additional
                investment in investment funds] of NI 45-106, or

               

              (iii) 
a
                person described in paragraph (i) or (ii) that acquires or acquired
                securities under section 2.18 [Investment fund reinvestment] of NI
                45-106,

            
	 	
               

              (o)

            	
               

              an
                investment fund that distributes or has distributed securities under
                a
                prospectus in a jurisdiction of Canada for which the regulator or,
                in
                Quebec, the securities regulatory authority, has issued a
                receipt,

            
	 	
               

              (p)

            	
               

              a
                trust company or trust corporation registered or authorized to carry
                on
                business under the Trust and Loan Companies Act (Canada) or under
                comparable legislation in a jurisdiction of Canada or a foreign
                jurisdiction, acting on behalf of a fully managed account managed
                by the
                trust company or trust corporation, as the case may be,

            
	 	
               

              (q)

            	
               

              a
                person acting on behalf of a fully managed account managed by that
                person,
                if that person is registered or authorized to carry on business as
                an
                adviser or the equivalent under the securities legislation of a
                jurisdiction of Canada or a foreign jurisdiction,

            
	 	
               

              (r)

            	
               

              a
                registered charity under the Income Tax Act (Canada) that, in regard
                to
                the trade, has obtained advice from an eligibility adviser or an
                adviser
                registered under the securities legislation of the jurisdiction of
                the
                registered charity to give advice on the securities being
                traded,

            
	 	
               

              (s)

            	
               

              an
                entity organized in a foreign jurisdiction that is analogous to any
                of the
                entities referred to in paragraphs (a) to (d) or paragraph (i) in
                form and
                function,

            
	 	
               

              (t)

            	
               

              a
                person in respect of which all of the owners of interests, direct,
                indirect or beneficial, except the voting securities required by
                law to be
                owned by directors, are persons that are accredited
                investors,

            


    


    
      
        
        

      

      
        Page
          32

        
          

        

      

      
        
        

      

    

    


    
      	 	
               

              (u)

            	
               

              an
                investment fund that is advised by a person registered as an adviser
                or a
                person that is exempt from registration as an adviser,
                or

            
	 	
               

              (v)

            	
               

              a
                person that is recognized or designated by the securities regulatory
                authority or, except in Ontario and Quebec, the regulator as

               

              (i) an
                accredited investor, or

               

              (ii) an
                exempt purchaser in Alberta or British Columbia


            


    

     

    For
      the
      purposes hereof:

     

    
      	 	
              (a)

            	
              “Canadian
                financial institution” means

            


    

     

    
      	 	
              (i)

            	
              an
                association governed by the Cooperative Credit Associations Act (Canada)
                or a central cooperative credit society for which an order has been
                made
                under section 473(1) of that Act,
                or

            


    

     

    
      	 	
              (ii)

            	
              a
                bank, loan corporation, trust company, trust corporation, insurance
                company, treasury branch, credit union, caisse populaire, financial
                services cooperative, or league that, in each case, is authorized
                by an
                enactment of Canada or a jurisdiction of Canada to carry on business
                in
                Canada or a jurisdiction of Canada;

            


    

     

    
      	 	
              (b)

            	
              “control
                person” has the same meaning as in securities legislation except in
                Manitoba, Newfoundland and Labrador, Northwest Territories, Nova
                Scotia,
                Nunavut, Ontario, Prince Edward Island and Quebec where control person
                means any person that holds or is one of the combination of persons
                that
                holds:

            


    

     

    
      	 	
              (i)

            	
              a
                sufficient number of any of the securities of an issuer so as to
                affect
                materially the control of the issuer,
                or

            


    

     

    
      	 	
              (ii)

            	
              more
                than 20% of the outstanding voting securities of an issuer except
                where
                there is evidence showing that the holding of those securities does
                not
                affect materially the control of the
                issuer;

            


    

     

    
      	 	
              (c)

            	
              “director”
                means

            


    

     

    
      	 	
              (i)

            	
              a
                member of the board of directors of a company or an individual who
                performs similar functions for a company,
                and

            


    

     

    
      	 	
              (ii)

            	
              with
                respect to a person that is not a company, an individual who performs
                functions similar to those of a director of a
                company;

            


    

     

    
      	 	
              (d)

            	
              “eligibility
                adviser” means

            


    

     

    
      	 	
              (i)

            	
              a
                person that is registered as an investment dealer or in an equivalent
                category of registration under the securities legislation of the
                jurisdiction of a purchaser and authorized to give advice with respect
                to
                the type of security being distributed,
                and

            


    


    
      
        
        

      

      
        Page
          33

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              in
                Saskatchewan or Manitoba, also means a lawyer who is a practicing
                member
                in good standing with a law society of a jurisdiction of Canada or
                a
                public accountant who is a member in good standing of an institute
                or
                association of chartered accountants, certified general accountants
                or
                certified management accountants in a jurisdiction of Canada provided
                that
                the lawyer or public accountant must
                not

            


    

     

    
      	 	
              A.

            	
              have
                a professional, business or personal relationship with the issuer,
                or any
                of its directors, executive officers, founders, or control persons,
                and

            


    

     

    
      	 	
              B.

            	
              have
                acted for or been retained personally or otherwise as an employee,
                executive officer, director, associate or partner of a person that
                has
                acted for or been retained by the issuer or any of its directors,
                executive officers, founders or control persons within the previous
                12
                months;

            


    

     

    
      	 	
              (e)

            	
              “EVCC”
                means an employee venture capital corporation that does not have
                a
                restricted constitution and is registered under Part 2 of the Employee
                Investment Act (British Columbia) and whose business objective is
                making
                multiple investments;

            


    

     

    
      	 	
              (f)

            	
              “executive
                officer” means, for an issuer, an individual who
                is

            


    

     

    
      	 	
              (i)

            	
              a
                chair, vice-chair or president,

            


    

     

    
      	 	
              (ii)

            	
              a
                vice-president in charge of a principal business unit, division or
                function including sales, finance or
                production,

            


    

     

    
      	 	
              (iii)

            	
              an
                officer of the issuer or any of its subsidiaries and who performs
                a
                policy-making function in respect of the issuer,
                or

            


    

     

    
      	 	
              (iv)

            	
              performing
                a policy-making function in respect of the
                issuer;

            


    

     

    
      	 	
              (g)

            	
              “financial
                assets” means

            


    

     

    
      	 	
              (i)

            	
              cash,

            


    

     

    
      	 	
              (ii)

            	
              securities,
                or

            


    

     

    
      	 	
              (iii)

            	
              a
                contract of insurance, a deposit or an evidence of a deposit that
                is not a
                security for the purposes of securities
                legislation;

            


    

     

    
      	 	
              (h)

            	
              “foreign
                jurisdiction” means a country other than Canada or a political subdivision
                of a country other than Canada;

            


    


    
      
        
        

      

      
        Page
          34

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)

            	
              “founder”
                means, in respect of an issuer, a person
                who,

            


    

     

    
      	 	
              (i)

            	
              acting
                alone, in conjunction, or in concert with one or more persons, directly
                or
                indirectly, takes the initiative in founding, organizing or substantially
                reorganizing the business of the issuer,
                and

            


    

     

    
      	 	
              (ii)

            	
              at
                the time of the trade is actively involved in the business of the
                issuer;

            


    

     

    
      	 	
              (j)

            	
              “fully
                managed account” means an account of a client for which a person makes the
                investment decisions if that person has full discretion to trade
                in
                securities for the account without requiring the client’s express consent
                to a transaction;

            


    

     

    
      	 	
              (k)

            	
              “jurisdiction”
                means a province or territory of Canada except when used in the term
                foreign jurisdiction;

            


    

     

    
      	 	
              (l)

            	
              “investment
                fund” means a mutual fund or a non-redeemable investment fund, and, for
                greater certainty in British Columbia, includes an EVCC and
                VCC;

            


    

     

    
      	 	
              (m)

            	
              “local
                jurisdiction” means the jurisdiction in which the Canadian securities
                regulatory authority is situate;

            


    

     

    
      	 	
              (n)

            	
              “non-redeemable
                investment fund” means an issuer,

            


    

     

    
      	 	
              (i)

            	
              whose
                primary purpose is to invest money provided by its
                securityholders,

            


    

     

    
      	 	
              (ii)

            	
              that
                does not invest,

            


    

     

    
      	 	
              A.

            	
              for
                the purpose of exercising or seeking to exercise control of an issuer,
                other than an issuer that is a mutual fund or a non-redeemable investment
                fund, or

            


    

     

    
      	 	
              B.

            	
              for
                the purpose of being actively involved in the management of any issuer,
                other than an issuer that is a mutual fund or a non-redeemable investment
                fund, and

            


    

     

    
      	 	
              (iii)

            	
              that
                is not a mutual fund;

            


    

     

    
      	 	
              (o)

            	
              “person”
                includes

            


    

     

    
      	 	
              (i)

            	
              an
                individual,

            


    

     

    
      	 	
              (ii)

            	
              a
                corporation,

            


    

     

    
      	 	
              (iii)

            	
              a
                partnership, trust, fund and an association, syndicate, organization
                or
                other organized group of persons, whether incorporated or not,
                and

            


    

     

    
      	 	
              (iv)

            	
              an
                individual or other person in that person’s capacity as a trustee,
                executor, administrator or personal or other legal
                representative;

            


    


    
      
        
        

      

      
        Page
          35

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (p)

            	
              “regulator”
                means, for the local jurisdiction, the Executive Director as defined
                under
                securities legislation of the local
                jurisdiction;

            


    

     

    
      	 	
              (q)

            	
              “related
                liabilities” means

            


    

     

    
      	 	
              (i)

            	
              liabilities
                incurred or assumed for the purpose of financing the acquisition
                or
                ownership of financial assets, or

            


    

     

    
      	 	
              (ii)

            	
              liabilities
                that are secured by financial
                assets;

            


    

     

    
      	 	
              (iii)

            	 


    

     

    
      	 	
              (r)

            	
              “Schedule
                III bank” means as authorized foreign bank named in Schedule III of the
                Bank Act (Canada);

            


    

     

    
      	 	
              (s)

            	
              “spouse”
                means, an individual who,

            


    

     

    
      	 	
              (i)

            	
              is
                married to another individual and is not living separate and apart
                within
                the meaning of the Divorce Act (Canada), from the other
                individual,

            


    

     

    
      	 	
              (ii)

            	
              is
                living with another individual in a marriage-like relationship, including
                a marriage-like relationship between individuals of the same gender,
                or

            


    

     

    
      	 	
              (iii)

            	
              in
                Alberta, is an individual referred to in paragraph (a) or (b), or
                is an
                adult interdependent partner within the meaning of the Adult
                Interdependent Relationships Act
                (Alberta);

            


    

     

    
      	 	
              (t)

            	
              “subsidiary”
                means an issuer that is controlled directly or indirectly by another
                issuer and includes a subsidiary of that
                subsidiary;

            


    

     

    
      	 	
              (u)

            	
              “VCC”
                means a venture capital corporation registered under Part 3 of the
                Small
                Business Venture Capital Act (British Columbia) whose business objective
                is making multiple investments.

            


    

     

    All
      monetary references are in Canadian Dollars.


    
      
        
        

      

      
        Page
          36

        
          

        

      

      
        
        

      

    


     

    SCHEDULE
      “B”

     

    APOLLO
      GOLD CORPORATION

     

    TERM
      SHEET

     

    Summary
      of Principal Terms of an Offering of Flow Through Shares

    


    
      	
              ISSUER:

            	 	
              Apollo
                Gold Corporation (“Apollo” or the “Company”).

            
	 	 	 
	
              AMOUNT:

            	 	
              C$7,000,000.

            
	 	 	 
	
              OFFERING:

            	 	
              14,000,000
                flow-through shares for purposes of the Income Tax Act (Canada) (the
“Flow
                Through Shares”) on a bought basis.

            
	 	 	 
	
              PRICE:

            	 	
              Each
                Flow Through Share will be priced at C$0.50.

            
	 	 	 
	
              OVER-ALLOTMENT

            	 	
              At
                the option of the Underwriter, the Offering may be increased by up
                to
                C$1,500,000 (3,000,000 Flow Through Shares), offered on a best efforts
                basis on the same terms and conditions by the Underwriter giving
                notice to
                the Company on or before the Closing Date. 

            
	 	 	 
	
              TRANSACTION
                STRUCTURE:

            	 	
              Private
                placement of Flow Through Shares.

            
	 	 	 
	
              QUALIFICATION:

            	 	
              The
                Flow Through Shares shall be subject to the four-month hold period
                set out
                in National Instrument 45-102.

            
	 	 	 
	
              QUALIFYING
                AND SELLING

              JURISDICTIONS:

            	 	
              Ontario,
                British Columbia, Alberta, and/or in other Canadian jurisdictions
                as may
                be agreed between the Company and the Underwriter (collectively,
                the
                "Qualifying Jurisdictions").

            
	 	 	 
	
              CLOSING:

            	 	
              August
                21, 2008 or such other date as agreed between the Company and the
                Underwriter (the "Closing Date").

            
	 	 	 
	
              UNDERWRITER:

            	 	
              Haywood
                Securities Inc. 

            
	 	 	 
	
              MINIMUM
                ORDER:

            	 	
              No
                minimum order to Accredited Investors in Alberta, British Columbia,
                and
                Ontario.

            
	 	 	 
	
              USE
                OF PROCEEDS:

            	 	
              Gross
                proceeds will be used for pre-stripping the Black Fox open pit and
                to
                incur Canadian Exploration Expenses.

            
	 	 	 
	
              FLOW-THROUGH
                EXPENDITURES:

            	 	
              The
                Company will use the proceeds from the sale of the Flow-Through Shares
                to
                incur flow-through expenditures which qualify as 100% Canadian Exploration
                Expense (“CEE”), and will renounce said flow-through expenditures to the
                investors for the taxation year ending December 31,
                2008.

            


    


    
      
        
        

      

      
        Page
          37

        
          

        

      

      
        
        

      

    

    


    
      	
              TSX
                AND AMEX LISTING:

            	 	
              The
                Flow Through Shares shall be listed on the Toronto Stock Exchange
                and the
                American Stock Exchange which listing shall be conditionally approved
                prior to the Closing Date.

            
	 	 	 
	
              ELIGIBILITY:

            	 	
              Eligible
                under the usual statutes and for RRSPs, RRIFs , DPSPs, RESPs and
                RDSPs,
                provided that the shares are listed on a designated stock
                exchange.

            
	 	 	 
	
              U.S.
                NOTICE:

            	 	
              The
                sale of the Flow Through Shares will not be registered under the
                United
                States Securities Act of 1933, as amended (the “Securities Act”).
                Following the closing of the offering of the Flow Through Shares,
                the
                Company will register the resale of the Flow Through Shares under
                the
                Securities Act on Form S-3 pursuant to a registration rights
                agreement.

            


    

     

     

    Page
      38